Zee Entertainment Enterprises Ltd has informed BSE that the Board of Directors of the Company at its meeting held on December 17, 2013,
1. Approved a Scheme of Arrangement between the Company and Diligent Media Corporation Ltd (DMCL) for demerger of
edia Business Undertaking' from DMCL (which includes event management operations and license for a nonnews and current affairs television channel) and vesting into the Company, with effect from March 31, 2014 being the Appointed Date under the Scheme; and
2. Took on record the recommendations of the Audit Committee and the Valuation report submitted by Independent Valuer M/s Sharp & Tannan, Chartered Accountants. The Board also approved, as recommended by the said valuers in the valuation report and confirmed by a fairness opinion of M/s. Axis Capital Ltd, a Category I Merchant Banker, the share exchange ratio of
'1 (One) Preference Share(s) of Re. 1 each of the Company for every 4 (Four) Equity Shares of Rs. 10 each held in DMCL'
which shall result in issuance of 2.23 Crore Preference Shares of Re. 1 each by the Company to shareholders of DMCL.
The aforesaid Scheme of Arrangement shall be subject to requisite approvals of the Shareholders / Creditors of respective companies, the Hon'ble High Court of Bombay and other statutory / regulatory authorities.
In this regard, the Company has submitted to BSE a copy of Press Release.
Zee Media Corporation Ltd has informed BSE that the Board of Directors of the Company at its meeting held on December 17, 2013, has approved a proposal from M/s. Essel Publishers Private Limited, the Transferor Company in the Scheme of Amalgamation approved by the Board on July 30, 2013 and ultimate holding Company of Diligent Media Corporation Limited (DMCL), for Demerger of 'Media Business Undertaking' of DMCL, vesting in favor of Zee Entertainment Enterprises Ltd (ZEEL), a listed entity under a Scheme of Arrangement proposed between ZEEL and DMCL.
The 'Media Business Undertaking' of DMCL comprises of event management activities and a non-news and current affairs television channel license.
Zee Media Corporation Limited has informed the Exchange that the Board of Directors of the Company at its meeting held on December 17, 2013, approved a proposal from M/s.Essel Publishers Private Limited,the Transferor Company in the Scheme of Amalgamation approved by the Board on July 30,2013 and ultimate holding company of Diligent Media Corporation Limited (DMCL),for Demerger of 'Media Business Undertaking of DMCL vesting in favor of Zee Entertainment Enterprises Ltd (ZEEL), a listed entity under a Scheme of Arrangement proposed between ZEEL and DMCL.
The 'Media Business Undertaking' of DMCL comprises of event management activities and a non-news and current affairs television channel license.
(As Per NSE Bulletin Dated on 17.12.2013)
Zee Entertainment Enterprises Ltd has informed BSE that at the hearing held on September 12, 2014, the Hon'ble High Court of Judicature at Bombay, has approved the Scheme of Arrangement between Diligent Media Corporation Limited ('DMCL') and the Company and their respective Shareholders and Creditors, for demerger of Media Business Undertaking of DMCL vesting with the Company with effect from March 31, 2014 (Appointed Date).
(As Per BSE Announcement Dated on 12.09.2014)
With reference to the earlier announcement dated September 12, 2014 informing that Hon'ble Bombay High Court at the hearing held on September 12, 2014 had approved the Scheme of Arrangement between the Company and Diligent Media Corporation Limited (DMCL) and their respective Shareholders and Creditors, for demerger of Media Business Undertaking of DMCL vesting with the Company from the Appointed Date i.e. March 31, 2014, Zee Entertainment Enterprises Ltd has now informed BSE that upon filing of Certified Copy of the Order of Hon'ble Bombay High Court with the Registrar of Companies, Maharashtra. Mumbai, the said Scheme of Arrangement became effective on and from September 26, 2014. Accordingly, pursuant to the Clause 5.1 of the Scheme, at the meeting held on September 26, 2014 the Board of Directors of the Company issued and allotted 22,273,886 - 6% Non-Cumulative Redeemable Non-Convertible Preference Shares (Class A) of Re. 1/- each fully paid to the Equity Shareholders of DMCL as at the Effective Date i.e. September 26, 2014.
Further the Company has informed that, as per the terms of issuance, the Preference Shares allotted in pursuance of the said Scheme is not proposed to be listed on any Stock Exchanges.
(As Per BSE Announcement dated on 29/09/2014)
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